Annington Funding’s noteholder meeting resolution deemed invalid

Published 27/06/2025, 17:32
Annington Funding’s noteholder meeting resolution deemed invalid

LONDON - Annington Funding PLC announced Friday that the extraordinary resolutions proposed for noteholder meetings scheduled for June 30 will not take effect, as a key condition has not been met.

The company determined that a written resolution attempting to remove the Trustee was not validly passed according to trust deed requirements. Annington stated it received confirmations from the Ad Hoc Group on June 20 indicating the resolution "was not signed by the ’Noteholders’" as defined in the trust deed.

"The Issuer has concluded that the Written Resolution was not validly passed in accordance with, and the Issuer is not satisfied that the Written Resolution satisfies the requirements of, paragraph 20 of Schedule 3 of the Trust Deeds," the company said in its statement.

While Annington still plans to proceed with the meetings as announced on June 6, it declared that the resolution condition for each proposed extraordinary resolution "has not been, and is not capable of being, satisfied." The company considers the written resolution "invalid and void" and the attempted removal of the Trustee "ineffective."

The announcement affects five series of notes issued under Annington’s £5 billion Euro Medium Term Note Programme: £600 million 3.184% Notes due 2029, £400 million 2.308% Notes due October 2032, £625 million 3.685% Notes due July 2034, £760 million 3.935% Notes due July 2047, and £400 million 2.924% Notes due October 2051.

Votes cast ahead of the deadlines will remain valid for determining quorum and voting outcomes, though the resolutions cannot take effect.

The statement was issued by Annington Funding PLC, which is incorporated in England and Wales.

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